HomeMy WebLinkAboutEmployers Unity, LLC - Unemployment Claims Processing AgreementAGREEMENT
This Professional Services Agreement (hereafter "Agreement") is made this / 2, day of -May 2018,
between Employers Unity, LLC (hereafter "EU") and City of Yakima (hereinafter the "Employer"), is
as follows:
Section 1. Statement of Work.
1.1 EU agrees to:
a. Initially review Employer's unemployment program, experience rating accounts, and
tax reporting procedures.
b. Manage all unemployment claims filed against the Employer.
c. Represent Employer at unemployment hearings, where permitted by State law at no
additional charge to the Employer.
d. Audit all unemployment benefit charges to the Employer's account.
e. Conduct two (2) preventative unemployment training seminars for supervisory
personnel at the request of the Employer.
f Calculate and advise of the best method of financing unemployment benefits, if
applicable.
g. Provide reporting of all unemployment claims activity and a summary
management report.
h. Provide periodic updates of legislative activity relating to unemployment law issues.
1.2 Employer agrees to provide immediate and complete information on all separations upon
request by EU. Employer further recognizes that failure to do so may result in state -imposed penalties,
disqualifications or failure to relieve charges to Employer's account. Unless the failure to provide
timely or sufficient information is due solely to the actions or inactions of EU, the Employer agrees
that EU will have no liability for such penalties, disqualifications or charges.
Section 2. Compensation
2.1 For the above services, the Employer agrees to pay EU an annual service fee of $3,851.00,
payable upon invoice. The fee, after the initial year of this contract, may be increased over the prior
year's fee by the Consumer Price Index for All Urban Consumers as published by the United States
Bureau of Labor Statistics.
2.2 The initial set up fee will be waived.
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Section 3. Period of Performance.
3.1 The term of this Agreement shall be from September 1, 2018 and shall terminate on August
31, 2019, unless the Agreement is earlier terminated by either party in accordance with the termination
provisions of this Agreement. This Agreement shall automatically renew for successive two year terms
unless either party provides the other with written notice of termination at least ninety (90) days
preceding the ending of the initial term or the ending of any successive term.,
Section 4. Unemployment Compensation Taxes.
4.1 EU and the Employer agree that EU has no responsibility for the collection or payment of
Unemployment Compensation taxes.
Section 5. Indemnification and Hold Harmless.
5.1 EU agrees to defend, indemnify, and hold harmless the Employer, its elected officials, agents,
officers, employees, agents and volunteers (hereinafter "parties protected") from (1) claims, demands,
liens, lawsuits, administrative and other proceedings,(including reasonable costs and attorneys fees)
and (2) judgments, awards, losses, liabilities, damages, penalties, fines, costs and expenses of any kind
claimed by third parties arising out of, or related to any death, injury, damage or destruction to any
person or any property to the extent caused by any negligent act, action, default, error or omission or
willful misconduct arising out of EU's performance under this Agreement. In the event that any lien
is placed upon the Employer's property or any of the Employer's officers, employees or agents as a
result of the negligence or willful misconduct of EU, EU shall at once cause the same to be dissolved
and discharged by giving bond or otherwise.
5.2 Employer agrees to indemnify and hold EU harmless from loss, cost, or expense of any kind
claimed by third parties, including without limitation such loss, cost, or expense resulting from injuries
to persons or damages to property, caused solely by the negligence or willful misconduct of the
Employer its employees, or agents in connection with the service.
5.3 If the negligence, error or omission or willful misconduct of both EU and the Employer (or a
person identified above for whom each is liable) is a cause of such third party claim, the loss, cost, or
expense shall be shared between EU and the Employer in proportion to their relative degrees of
negligence or willful misconduct and the right of indemnity will apply for such proportion.
5.4 Nothing contained in this Section or this Agreement shall be construed to create a liability or a
right of indemnification in any third party.
5.5 Nothing contained in this Agreement shall be construed to create liability to either party
exceeding the applicable limitations of insurance coverage of the party. EU will maintain Commercial
General Liability, Errors and Omissions and Cyber Risk policies throughout the term of this
Agreement. Coverage under the Comrnercial General Liability and Errors and Omissions policy shall
be at least $1 Million and under the Cyber Risk policy shall be at least $5Million.
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Section 6. Inspection of Records.
6.1 The records relating to the Services shall, at all times, be subject to inspection by the Employer,
but the making of (or failure or delay in making) such inspection or approval shall not relieve EU of
responsibility for performance of the Services in accordance with this Agreement, notwithstanding the
Employer's knowledge of defective or non -complying performance, its substantiality or the ease of its
discovery. EU's records relating to the Services will be provided to the Employer upon the Employer's
request.
6.2 EU shall promptly furnish the Employer with such information and records which are related
to the Services of this Agreement as may be requested by the Employer. Until the expiration of three
(3) years after final payment of the compensation payable under this Agreement, or for a longer period
if required by law or by the Washington State Secretary of State's record retention schedule, EU shall
retain and provide the Employer access to (and the Employer shall have the right to examine, audit and
copy) all of EU's books, documents, papers and records which are related to the Services performed
by EU under this Agreement.
6.3 All records relating to EU's services under this Agreement must be made available to the
Employer. Employer must produce them to third parties if required pursuant to the Washington Public
Records Act, Chapter 42.56 RCW or by law. All records relating to EU's services under this
Agreement must be retained by EU for the minimum period of time required pursuant to the
Washington State Secretary of State's record retention schedule.
Section 7. No Offers of Employment.
7.1 The parties further agree not to solicit or offer employment to employees of the other party
during the term of this Agreement and for a period of one (1) year after its termination. Either party
shall be entitled to seek injunctive relief against the other party to enforce the provisions of this
Agreement, in addition to any other remedy or measure of relief to which that party may be entitled to
seek.
Section 8. Termination.
8.1 This Agreement may be terminated, renewed and/or revised as follows:
(a) If additional resources are required as a result of increased claim activity or due to
Employer's growth, strikes, layoffs, mergers or acquisitions, the fee will be subject to
negotiation. EU may propose a revised annual service fee and/or other revised terms
for the continuation of this Agreement by giving the Employer written notice of such
revisions 60 days prior to the effective date of these revisions. The Employer may offer
to negotiate changes to such revisions, by giving EU written notice of its intent by
certified letter within 30 days after receipt of such revisions. Failure of the Employer
to provide such notice shall cause the revisions to automatically take affect. If EU and
the Employer are unable to reach agreement on changes, EU may terminate this
agreement upon 30 days written notification.
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(b)
Nothing contained herein shall prohibit EU from immediately and without notice
terminating this Agreement and its obligations hereunder in the event Employer fails
to make payments of the annual service fee or otherwise breaches this Agreement.
(c) Nothing contained herein shall prohibit the Employer from terminating this Agreement
and its obligations hereunder in the event EU fails to meet its obligations or otherwise
breaches this Agreement
8.2 in the event that this Agreement is terminated or non -renewed for any reason, EU and the
Employer agree to an in-person meeting prior to termination date, with a representative from EU and
the Employer to discuss the Agreement.
Section 9. Miscellaneous.
9.1 Any waiver by EU of any breach of this Agreement or default in payment shall not be construed
as a waiver of any subsequent breach or default.
9.2 This Agreement shall be binding on and inure to the benefit of all successors, assigns and heirs
of both parties, including but not limited to successors, assigns and heirs of the parties created through
the merger, consolidation, stock or asset purchase or reorganization.
9.3 In the event EU deems it necessary or advisable to bring suit to collect amounts due and owing
under this Agreement, EU shall be entitled to its reasonable costs of collection, including reasonable
attorneys' fees, and costs.
Section 10. Governing Law and Venue.
10.1 This Agreement constitutes the full and integrated understanding of the parties, and supersedes
all prior agreements and representations. This Agreement will be governed and interpreted under the
laws of the State of Washington without reference to conflict of law rules.
10.2 The venue for any action to enforce or interpret this Agreement shall lie in the State and Federal
courts located in Yakima, Washington.
Section 11. Notice.
11.1 Any notice required to be given under the terns of this Agreement shall be directed to the party
at the address set forth below. Notice shall be considered issued and effective upon receipt thereof by
the addressee -party, or seventy-two (72) hours after mailing by certified mail to the place of business
set forth below, whichever is earlier.
Employer: City of Yakima
City Manager
129 North 2nd Street
Yakima, WA 98901
EU: Employers Unity, LLC
5353 W. Dartmouth Ave., Suite 400
Denver, CO 80227
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The parties have executed this Agreement the day and year first written above.
Signed this �✓ J uIttA�
Si
gn 2 day of May. 2018
EMPLOYERS UNITY, LLC, "EU"
By:
/21/0.44 �"� By:
Thomas B. Thomason (Signature)
CEO
CITY OF YAKIMA
"EMPLOYER"
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Ain ifilawavr-
(Printed or ed Name & itle)J
CITY CONTRACT NO::Lf--8 - -/2.2-
RESOLUTION NO:
Addendum A - Verification of Employment and Wages
JLIL
This Addendum is made part of the Service Agreement dated•Feb 0, 2018, between Employers Unity,
LLC (EU) and City of Yakima, (Employer). The parties further agree as follows:
1. Employer authorizes EU to be the exclusive provider of employment and wage verification
services through Verify.EmployersUnity.com. Such services will be provided based on data
provided by Employer to EU.
2. Employer agrees to provide EU data necessary to provide the level of employment and wage
verification services desired by Employer.
3. EU will provide the necessary electronic format for the data to Employer and will assist in
developing transmittal methodologies.
4. Employer will provide updated data each payroll period or other agreed-upon schedule.
5. EU will use their best efforts to insure the confidentiality of data provided by Employer;
however, EU will not be liable to Employer or any third party for unauthorized disclosure that
occurs without gross negligence on the part of EU or its agent.
The only consideration for the above service by EU will be the Employer's provision of the data
specified. Employer will not be charged any maintenance fee for that data and will not be charged for any
requested verifications.
The term of this Addendum shall be from 09/01/2018 until 08/31/2019 and shall automatically renew for a
two-year period thereafter unless notice of non -renewal is given to the other party at least ninety (90) days
prior to the end of this term or the end of any successive renewal period.
Signed this l day of \3 , 2018
EMPLOYERS UNITY, LLC
By: / i4
Thomas B. Thomason
CEO
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CITY OF YAKIMA
By:
(Printed or yped ame of Signatory)
Addendum to Existing Agreement
An agreement was made by and between Employers Unity and the City of Yakima. (hereinafter
referred to as "original stated agreement") set forth below.
WHEREAS, the City of Yakima wish to modify the terms of the original stated agreement as set
forth herein.
NOW THEREFORE, in consideration of the mutual promises herein, the City of Yakima, intending
to be legally bound, hereby agree that the following constitutes additional terms and conditions
of the stated agreement.
• Revoke Addendum A — Verification of Employment and Wages
The City of Yakima will continue to complete verification of employment and wages in-house
through our payroll department and do not authorize Employers Unity to provide this service.
Signed this 2 day of August, 2018
EMPLOYERS UNITY, LLC
By: 7771, 4,7 --
Thomas B. Thomason
CEO